Digital Elevation : web starter package

Terms & Conditions

Web Starter & Web Makeover Packages

NB: the hosting sections also apply.

THIS AGREEMENT is made BETWEEN: (1) Digital Elevation whose registered office is at 36 Prince George Street, Skegness, Lincs, PE25 2BD ('the Supplier'); and (2) You the client ('the Customer')

The relationship entered into between you and us is governed by these following terms, which shall apply during, and where necessary after, the period of the commercial relationship between you and us.

NOW IT IS AGREED as follows:

1. Definitions In this agreement, unless the context otherwise requires:
1.1 'business day' means a day (excluding Saturdays and Sundays) on which banks generally are open in the City of London; 1.2 'the Completion Date' means the date on or before which successful completion is planned to occur; 1.3 'confidential information' means all business, technical, financial or other information created or exchanged between the parties in the course of the Project including the existence of the Project and the development of the Customer Website; 1.4 'the Content' means all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material featured, displayed or used in the Customer Website; 1.5 'the Customer Website' means the website written in HTML or another world wide web-compatible language and with pages linked using the hypertext transfer protocol, to be designed, developed and installed by the Supplier in accordance with the Specifications and to be fully readable by World Wide Web users using IE 6, IE 7 and Firefox 2; 1.6 'the Start Date' means date of receipt of completed 'website worksheet' (providing that full payment had already been made); 1.7 'the Specifications' means the detailed specifications for the Customer Website as shown on the website; 1.8 'intellectual property rights' means any and all patents, trade marks, rights in domain names, rights in designs, copyrights and database rights (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing) rights in confidential information and all other intellectual property rights of a similar or corresponding character which may subsist now or in the future in any part of the world; 1.9 'the Internet' means the global network of computer systems, including without limitation, the World Wide Web; 1.10 'the Price' means the sums to be paid by the Customer to the Supplier in consideration of the supply and development of the Customer Website; 1.11 'the Project' means the design, development and installation of the Customer Website; 1.12 'working hours' means between 0900 hours and 1700 hours on any business day; 1.13 'the World Wide Web' means the service provided over the Internet for the retrieval and transfer of documents using hypertext protocol. 1.14 'the Terms of Payment' means the terms of payment of the Price specified in the schedule ; 1.15 'a website' means a site (comprising one or more pages) on the World Wide Web written in HTML or other World Wide Web compatible language; 1.16 'An event of force majeure' means, in relation to either party, an event or circumstance beyond the reasonable control of that party including (without limitation) any act of a God, inclement weather, failure or shortage of power supplies, food, drought, lightning of fire, strike, lock-out or trade dispute or labour disturbance, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet service provider, wars, military operations, act of terrorism or riot, delay or failure in manufacture, production or supply by third parties or equipment or services.

2. Interpretation
2.1 In this agreement unless otherwise specified: 2.1.1 reference to a party is reference to a party of this agreement and includes the party's permitted assignees and/or the respective successors in title to substantially the whole of his undertaking; 2.1.2 reference to a person includes any person, individual company, firm, corporation, government, state or agency of a state, or any undertaking whether or not having a separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists; 2.1.3 reference to a statute or statutory instrument or any of its provisions is to be construed as a reference to that statute or statutory instrument or such provision as from time to time amended or re-enacted; 2.1.4 words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders; 2.1.5 reference to recitals, clauses, paragraphs or schedules is to recitals, clauses or paragraphs of or schedules to this agreement; 2.1.6 'includes' and 'including' shall mean including without limitation. 2.2 The index to and the headings in this agreement are for information only and shall be ignored in construing it.

3. Recitals
3.1 The Customer wishes to launch on the Internet and is wholly dependent on supply by the Supplier of a fully functioning website capable of extension and modification in order to achieve a successful launch. 3.2 The Customer has agreed to procure and the Supplier to supply a website upon the following terms and conditions.

4. Principal duties of the Supplier
4.1 In consideration of the payment by the Customer of the Price and subject to the terms and conditions of this agreement, the Supplier shall with effect from the Effective Date shall carry out on behalf of the Customer, the Project. 4.2 In pursuance of the objectives set out in clause 3.1, the Supplier undertakes with effect from the Start Date: 4.2.1 to advise the Customer in relation to all matters arising in the course of the Project; 4.2.2 to design, write and supply the Customer Website in order to perform functionally and conform substantially with the Specifications by the proposed Completion Date; 4.2.3 to perform his obligations and duties under this agreement to the best of current computer industry standards and practice and with all due care, diligence and skill.

5. Principal duties of customer
The Customer shall deliver the Customer Content to the Supplier, where relevant, in the agreed format and the Customer shall use reasonable efforts to ensure that it is correct and shall update the Customer Content when required to do so pursuant to this agreement.

6. Variations
The Customer may at any time request variations to the Customer Website during the development period by giving written notice of such request to the Supplier. Variations must be sent by email and may delay the Completion Date. Variations to the original worksheet may incur additional costs.

7. Price and payment
7.1 In consideration of performance of the Supplier's duties under this agreement by the Supplier, the Customer shall pay the Supplier the Price according to the Terms of Payment. The payment for the website package is due in advance. 7.1.1 The renewal fee is due a year after the package purchase date, failure to renew prior to this date may result in the website being made unavailable to the Customer and Internet users. 7.2 The Price is inclusive of all labour and materials. All additional payments to the Supplier by the Customer shall be made within 5 business days after receipt of the Supplier's invoices. All payments to be made by the Customer to the Supplier shall be in pounds sterling and shall be made by a cheque or bank transfer to the account of the Supplier at a bank to be nominated in writing by the Supplier 7.3 Payment by the Customer shall be without prejudice to any claims or rights the Customer may have against the Supplier and shall not constitute any admission by the Customer to the performance by the Supplier of his obligations under this agreement.

8. Maintenance
8.1 The Customer may at any time request variations to the Website by giving written notice of such request to the Supplier. The maximum number of alterations in the first year is 8, thereafter for each subsequent year paid for the number of alterations included in the package is 4. 8.1.1 Amendments accepted are textual or image alterations. One amendment is classed as one request (i.e. one email), regardless of how many amendments are requested at that time. All amendments must be sent by email. 8.2 Within 5 working days of receipt of such request or such other period as may be agreed between the parties, the Supplier shall perform the variation requested by the Customer

9. Hosting
Please see the terms below.

10. Ownership
The ownership of the design and code of the website remains with the Supplier such that should the Customer no longer wish to maintain the package the website remains the property of the Supplier. Should the Customer wish to transfer the domain to another host a fee will be charged prior to the transfer. Web files such as .html, .asp, .aspx etc. will not be transferred.

11. Supplier's undertakings
The Supplier undertakes: 11.1 to comply with applicable rules, regulations, codes of practice and laws relating in any way to the creation and operation of the Customer Website and the Host Server 11.2 not to 'frame' (in the sense of incorporating another party's website or a segment of it into an existing displayed website so that both can be viewed at the same time) the Customer's or any third party material, 11.3 not to link to any third party's website without the prior consent of the Customer (the Supplier reserves the right to link from the Customer's website to the Supplier's website and to use the Customer's website for marketing purposes);

12. Warranty
12.1 The Supplier warrants and represents to the Customer that: 12.1.1 the Supplier has and will continue to have the right to grant all the rights and licences he grants or purports to grant to the Customer pursuant to and in the terms of this agreement; 12.1.2 the Customer's use and operation of the Customer Website, the Content and the Software will not infringe the intellectual property rights of any third party; 12.1.3 no third party has made any claim outstanding at the date of this agreement that the Customer Website, the Content or the Software infringe any rights (howsoever arising); 12.1.4 all services provided to the Customer by the Supplier will be provided in a timely and orderly fashion by skilled and experienced personnel acting with all due care and skill in accordance with best of current industry practice. 12.2 If the Supplier receives written or oral notice from the Customer of any breach of the warranties set out in clause 12.2, the Supplier shall at his own expense promptly remedy the defect or error in question. The Customer must indicate the error with an example and must indicate the correct result. 12.3 The Supplier shall have no liability or obligation under the warranty in clause 12.1.1 unless he has received written notice of the defect or error in question no later than the expiry of 12 months after the Completion Date. The Customer's rights under clause 12.1 are without prejudice to any other right or remedies he may have. 12.4 Save as expressly set out in this agreement all representations, warranties, terms and conditions, whether oral or written, express or implied by law, custom, statute or otherwise, and including but not limited to satisfactory quality or fitness for any particular purpose, are excluded, save for the statutorily implied terms as to title.

13. Confidentiality
13.1 During the terms of this agreement as the following obligations shall apply to the party disclosing confidential information ('the Disclosing Party') to the other party ('the Receiving Party'). 13.2 Subject to clause 13.3, the Receiving Party: 13.2.1 may not use any confidential information for any purpose other than the performance of his obligations under this agreement; 13.2.2 may not disclose any confidential information to any person except with the prior written consent of the Disclosing Party; and 13.2.3 shall make every effort to prevent the use or disclosure of the confidential information. 13.3 The obligations of confidence referred to in the provisions of this clause shall not apply to any confidential information that: 13.3.1 is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain prior to its receipt by the Receiving Party; 13.3.2 is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party; 13.3.3 is required to be disclosed by any applicable law or regulation; 13.3.4 is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the other party to this agreement in respect of it and who imposes no obligations of confidence upon the Receiving Party. 13.4 Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of a breach of this clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this clause in addition to any damages or other remedies to which he may be entitled. 13.5 The obligations of the parties under the provisions of this clause shall survive the expiry of the termination of this agreement for whatever reason.

14. Force majeure
14.1 Neither party shall be deemed to be in breach of this agreement or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under this agreement (and the time for performance is due to an event of circumstance beyond the reasonable control of that party ('an event of the force majeure). 14.2 The party relying on the clause 14.1 shall promptly notify the other party of the nature and extent of the circumstances giving rise to the event of the force majeure. 14.3 If in the event of force majeure in question prevails for a continuous period in excess of three months after the date on which it began, the other party may give notice to the party termination this agreement. The notice to terminate must specify the termination date, which must not be less than 30 days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, this agreement will terminate on the termination date set out in the notice. Neither party shall have any liability to the other in respect of termination of this agreement due to an event of force majeure, but rights and liabilities which have accrued prior to termination shall not be affected.

15. Waiver
15.1 A waiver of any term, providing or condition of this agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given. 15.2 No failure or delay on the part of any party in exercising any right, power or privilege under this agreement shall operate as a waiver of it, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of it of any other right, power or privilege. 15.3 No breach of any provision of this agreement shall be waived or discharged except with the express written consent of the parties.

16. Invalidity
16.1 If any provision of this agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, whether or not pursuant to any judgement or otherwise: 16.1.1 the validity, legality and enforceability under the law of that jurisdiction of any other provision; and 16.1.2 the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way. 16.2 If any provision of this agreement is held to be void or declared illegal, invalid or unenforceable for any reason whatsoever, that provision shall be divisible from this agreement and shall be deemed to be deleted from this agreement and the validity of the remaining provisions shall not be affected. If any such deletion materially affects the interpretation of this agreement, the parties shall use their best endeavours to negotiate in good faith with a view to agreeing a substitute provision as closely reflecting the commercial intention of the parties.

17.Remedies
17.1 The rights and remedies provided for by this agreement are cumulative with and not exclusive of any rights or remedies provided by law. 17.2 Without prejudice to any other rights or remedies of the parties, each party acknowledges for the benefit of the other that damages might not be an adequate remedy for any breach of the provisions of this agreement and that, accordingly, either party shall be entitled without proof of special damage to the remedies of injunction and specific performance and other equitable remedies for any threatened or actual breach of the provisions of this agreement by the other.

18. Entire agreement
18.1 This agreement embodies and sets forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangements not expressly set forth in this agreement save for any representation made fraudulently. 18.2 Unless otherwise expressly provided elsewhere in this agreement, this agreement may be varied only by a document signed by both parties.

19. Announcements
Both parties agree not to disclose to any third party, other than to their respective bankers or other professional advisers on appropriate conditions of confidentiality, the fact of or details of this agreement or any other agreement referred to in this agreement. The text of any press release or other communication to be published by or in the media concerning the subject matter of this agreement shall require the approval of each party.

20. Relationship of the parties
Nothing in this agreement and no action taken by the parties pursuant to this agreement shall constitute, or be deemed to constitute, the parties a partnership, association, joint venture, the agents of each other or any other co-operative entity.

21. Governing law and jurisdiction
21.1 This agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation, shall be governed by and construed in accordance with the laws of England. 21.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England for the purpose of hearing and determining any suit, action or proceedings and/or settling any disputes arising out of or in connection with this agreement and for the purpose of enforcement of any judgement against their respective assets.

22. Exclusion of third party rights
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the parties to this agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.

Bespoke websites/Ecommerce

Terms and conditions for bespoke websites are sent separately with the proposal.

Hosting

THIS AGREEMENT is made BETWEEN: (1) Digital Elevation whose registered office is at 36 Prince George Street, Skegness, Lincs, PE25 2BD ('the Supplier'); and (2) You the client ('the Customer')

Recital The Customer wishes to provide the Supplier with date that will be hosted on the Supplier's servers and made accessible via the Internet.

NOW IT IS AGREED as follows:

1. Definitions
1.1 'the Charges' means the charges to be paid by the Customer for the Services as specified in the schedule; 1.2 'confidential information' means all business, technical, financial or other information created or exchanged between the parties; 1.3 'the Contact Details' means the contact details for the parties including postal address, fax number and email address, and the names of the parties' respective representatives specified in the schedule; 1.4 'the Content' means all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material featured, displayed or used in the Customer Website; 1.5 'the Customer Software' means the software used in the Website owned by the Customer, or licensed to him by a third party or the Supplier, but shall not include the Supplier Software; 1.6 'DNS' stands for domain name server; 1.7 'downtime' has the meaning given to it in clause 7.2; 1.8 'expert's decision' means a decision of an expert made in accordance with the procedures as set out in clause 18; 1.9 'the Initial Term' means the initial term for supply of the Services as specified in the schedule; 1.10 'intellectual property rights' means the patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, in each case whether registrable or not in any country; 1.11 'an IP address' stands for an internet protocol address; 1.12 'ISP' stands for internet service provider; 1.13 'the Migration Services' means the services described in clause 14.2; 1.14 'the Monthly Fee' means the fee payable monthly by the Customer as specified in the schedule; 1.15 'outage' means router package loss in excess of 75% sustained for more than 300 seconds; 1.16 'the Service Co-ordinator' means the person for the time being duly appointed the Customer to act as the Customer's principal representative for the purpose and supervision of the Services as set out in the Contact Details; 1.17 'the Service Manager' means the person for the time being duly appointed by the Customer to act as the Supplier's principal representative for the purpose and supervision of the Services as set out in the Contact Details; 1.18 'the Services' means the services provided to the Customer by the Supplier as specified in the schedule; 1.19 'the Software' means the Customer Software and the Supplier Software; 1.20 'the Supplier Network' means that part of the Internet that is directly under the control of the Supplier; 1.21 'the Supplier Software' means the software and related documentation owned by or licensed to the Supplier including any upgrades or related documentation, as specified in the schedule; 1.22 'the Terms of Payment' means the terms of payment of the Charges specified in the schedule; 1.23 'the Term Sheet' means the sheet of variable terms annexed to and forming part of this agreement; 1.24 'upgrades' includes all updates, upgrades, enhancements, corrections, modifications, new releases, new versions and bug fixes in object code form only from time to time issued or made available by the Supplier; 1.25 'URL' stands for universal resource locator; 1.26 'virus' means a computer program that copies itself or is copied to other storage media including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs and destroys, alters or corrupts data, causes damage to the user's file or creates a nuisance or annoyance to the user and includes without limitation computer programmes commonly referred to as 'worms', 'Trojan Horses'; 1.27 'a visitor' means a third party who has accessed the Website; 1.28 'the Visitor Information' means the data collected by the Supplier about visitors and their behaviour when accessing the Website; 1.29 'the Website' means the website identified in the schedule; 1.30 'the Website Maintenance Services' means the services to be provided by the Supplier to the Customer in relation to the Website as detailed in the schedule.

2. Interpretation
In this agreement unless otherwise specified: 2.1 reference to a subsidiary or holding company is to be construed in accordance with the Companies Act 1985 section 736; 2.2 reference to a party is reference to a party of this agreement and includes the party's permitted assignees and the respective successors in title to substantially the whole of his undertaking 2.3 reference to a person includes any person, individual company, firm, corporation, government, state or agency of a state, or any undertaking whether or not having a separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists; 2.4 words denoting the singular include the plural and vice versa and words denoting any gender include all genders; 2.5 reference to a numbered clause, paragraph or schedule is to that clause, paragraph or schedule of this agreement; 2.6 'this agreement' shall, unless the context otherwise requires, mean and include the schedule; 2.7 'control' is to be construed in accordance with the Income and Corporation Taxes Act 1988 section 416 and 'controlling' and 'controlled' shall be construed accordingly; 2.8 'includes' and 'including' shall mean including without limitation; and 2.9 The index to and the headings in this agreement are for information only and shall be ignored in construing it.

3. Duties
3.1 Subject to the terms and conditions of this agreement, the Supplier shall provide the Services to the Customer. 3.2 The Customer shall deliver the Website and the Customer Software to the Supplier in a format specified by the Supplier at a mutually convenient time.

4. Charges and payment
4.1 The Customer shall pay the Charges to the Supplier according to the Terms of Payment. 4.2 The Charges are inclusive of all labour and materials. 4.3 The Supplier may charge the Customer interest in respect of late payment of any sum due under this agreement, at a rate of 4% a year above the base rate from time to time of Lloyds TSB or the assignee or successor in title of substantially the whole of its undertaking, from the due date for payment until payment is received.

5. IP addresses
5.1 The Customer acknowledges that he has no right, title or interest in the IP address allocated to him, and that any IP address allocated to him is allocated as part of the Services and is not portable or otherwise transferable by the Customer in any manner whatsoever. 5.2 If an IP address is remembered or reallocated by the Supplier, the Supplier shall use his reasonable endeavours to avoid any disruption to the Customer. 5.3 The Customer agrees that he will have no right, title or interest to the IP address upon termination of this agreement, and that the acquisition by the Customer of a new IP address for the Website following termination of this agreement shall be the exclusive responsibility of the Customer.

6. Software and licence rights
6.1 If and to the extent that the Customer requires the use of the Supplier Software in order to use the Services, the Supplier grants to the Customer a royalty-free, world-wide, non-transferable, non-exclusive licence to the use the Supplier Software in object code form only. The Customer has the right to authorise his employees, agents and third party consultants and contractors to use the Supplier Software as aforesaid provided that such use is consistent with the terms of this agreement. 6.2 The Customer grants to the Supplier a royalty-free, world-wide, non-exclusive licence to use the Content and the Customer Software in relation this obligations under this agreement in connection with the provision of the Services. 6.3 Except as expressly set out in clauses 6.1 and 6.2, this agreement does not: 6.3.1 transfer or grant to the Customer any right, title, interest or intellectual property rights in the Supplier Software; 6.3.2 transfer or grant the Supplier any right, interest or intellectual property rights in the Customer Software. 6.4 The Customer agrees that he will not himself, or through any parent, subsidiary, affiliate, agent or other third party: 6.4.1 copy the Supplier Software expect as expressly permitted under this agreement or by law; 6.4.2 sell, lease, licence or sublicence the Supplier Software or the documentation connected with it; or 6.4.3 use any confidential information of the Suppler. If the Customer is permitted to make an any copies of the Supplier Software, the Customer must produce all proprietary notices of the Supplier, if nay, on the copies.

7. Service levels - standards and interruptions
We shall use our reasonable endeavours to make available to you at all times the server and the Services but we shall not, in any event, be liable for interruptions of Service or down-time of the server.

8. Website content and data
8.1 The Customer shall not distribute in the Content on the Website any material or other information that: 8.1.1 infringes any intellectual property rights; 8.1.2 is in breach of any law, statute, or regulation; 8.1.3 is defamatory, libellous, unlawfully threatening or harassing; 8.1.4 is obscene, pornographic or indecent; 8.1.5 contains any viruses or other computer programs intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any personal information; or 8.1.6 is not solicited; 8.1.7 the sending of bulk email whether opt-in or otherwise, and the use of bulk email to promote a site on our network is strictly forbidden. 8.2 For the avoidance of doubt, the Supplier does not monitor, and will have no liability for the contents of any communications transmitted by virtue of the Services. 8.3 The Customer grants to the Supplier a non-exclusive, royalty-free licence during the term of this agreement, to use, store and maintain the Content on a server for the purposes of providing the Services in accordance with this agreement. The Supplier may make such copies as may be necessary to perform his obligations under this agreement, including back up of copies of the Content. 8.4 This agreement does not transfer or grant to the Supplier any right, title, interest in any intellectual property rights in the Content, except for the rights expressly granted in this agreement.

9. Alterations to the Website and security
All additions or amendments to the Website shall be first submitted to the Supplier who shall check the Content for any viruses and then promptly make the requested additions or amendments to the Website.

10. Warranties 10.1 The Supplier warrants to the Customer that all services provided to the Customer by the Supplier shall be provided with due care and skill. 10.2 The Customer warrants to the Supplier that: 10.2.1 the Supplier's use of the Content or the Customer Software in accordance with this agreement will not infringe the intellectual property rights of any third party in the United Kingdom; 10.2.2 he has the rights, power and authority to license the Content and the Customer Software to the Supplier as set out in clause 6.2; and 10.2.3 the Software is all the software used in the Website. 10.3 Save as expressly set out in this agreement all representations, warranties, terms and conditions whether oral or written, express or implied by law, custom, statute or otherwise and including but not limited to satisfactory quality of fitness for any particular purpose are excluded. In particular and without prejudice to that generality, whilst the Supplier shall take reasonable care to avoid passing on any viruses or introducing them to the Customer the Supplier shall not be liable to the Customer as a result of any virus introduced or passed on to him. The Customer is advised to check the Website regularly for viruses.

11. Confidentiality
11.1 During the term of this agreement, the following obligations shall apply to the party disclosing confidential information ('the Disclosing Party') to the other party ('the Receiving Party'). 11.2 Subject to clause 11.3, the Receiving Party. 11.2.1 may not use any confident information for any purpose other than the performance of his obligations under this agreement; 11.2.2 may not disclose any confidential information to any person except with the prior written consent of the Disclosing Party; and 11.2.3 shall make every effort to prevent the use or disclosure of he confidential information. 11.3 The obligations of confidence referred to in all provisions of this clause shall not apply to any confidential information which: 11.3.1 is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain prior to its receipt by the Receiving Party; 11.3.2 is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party; 11.3.3 is required to be disclosed by any applicable law or regulation; 11.3.4 is received in good faith by the Receiving Party from a third party, who, on reasonably enquiry by the Receiving Party claims to have no obligations of confidence to the other party to this agreement in respect of the information and who imposes no obligations of confidence upon the Receiving Party. 11.4 Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this clause in addition to any damages or other remedies to which he may be entitled. 11.5 The obligations of the parties under all provisions of this clause shall survive the expiry or the termination of this agreement for whatever reason.

12. Liability
12.1 Notwithstanding any other provision in this agreement, the Supplier's liability to the Customer for death or injury resulting from his own negligence or that of his employees, agents or sub-contractors shall not be limited. 12.2 The Supplier's entire liability to the Customer in respect of any breach of his contractual obligations, any breach of warranty, any representation, statement or tortuous act or omission including negligence arising under or in connection with this agreement shall be limited to charges paid by you in respect of the Services which are the subject of any such claim. 12.3. In any event no claim shall be brought unless you have notified us of the claim within one month of it arising. 12.4 The Supplier shall not be liable to the Customer for any indirect or consequential loss the Supplier may suffer even if the loss is reasonably foreseeable or the Supplier has been advised of the possibility of the Customer incurring it.

13. Term and termination
13.1 This agreement shall commence on the date set out in the schedule and shall continue for the Initial Term and thereafter until 2 months' written notice of termination is given by either party to the other expiring at any time (not earlier than the end of the Initial Term), unless terminated and earlier pursuant to clause 13.2. 13.2 Either party may terminate this agreement with immediate effect by written notice to the other party on or at any time after the occurrence of any of the following events: 13.2.1 the other party in breach of an obligation under this agreement and, if the breach is capable of remedy, failing to remedy the breach within 28 days after receipt of a written notice of the breach and requiring its remedy; 13.2.2 the other party passing a resolution for winding up, a court of competent jurisdiction making an order for the other party's winding up or the presentation of a petition for the other party's winding up which is not dismissed within seven days (other than, in each case, for the purposes of solvent amalgamation or reconstruction effectively agrees to be bound by or assume the other party's obligations under this agreement); 13.2.3 the making of an administration order in relation to the other party or the appointment of a receiver over an encumbrancer taking possession of or selling an asset of the other party; or 13.2.4 the other party making an arrangement or composition with his creditors generally or making an application to a court of competent jurisdiction for protection from his creditors generally. 13.3 Termination of this agreement for whatever reason shall not effect: 13.3.1 the accrued rights and liabilities of the parties arising in any way out of this agreement as at the date of termination and in particular but without limitation the right to recover the damages against the other; or 13.3.2 provisions expressed to survive this agreement, which shall remain in full force and effect.

14. Migration services
14.1 On the expiration or termination of this agreement for any reason the Customer may request the Supplier to provide the Migration Services to the Customer, or to a third party service provider identified by the Customer. The Supplier may charge for the Migration Services at his price for such services current at that date. 14.2 Where the Customer requests the Migration Services in accordance with clause 14.1, the Supplier shall: 14.2.1 deliver the Customer Software and the Content to the Customer, or to any successor ISP at addresses and location designated by the Customer (with the exception of all-inclusive packages where Content is non-transferrable); 14.2.2 update its DNS tables to reflect the new IP addresses corresponding to the Website URLs as soon as reasonably practicable following receipt of notice from the successor ISP that it has established DNS service for the Website URL's; and 14.2.3 continue to provide a DNS service for the Website URLs for a period of 30 days following the date of expiry or termination of this agreement. 14.3 The Customer shall be deemed to have accepted the Migration Services on the expiry of 60 days after delivery of the Content and the Customer Software to the Customer or his nominee as provided for in this agreement or on notice of acceptance to the Supplier whichever is the earlier. On such acceptance the Supplier shall not be obliged to provide any further migration services to the Customer.

15. Backup
The Customer is advised to keep backups of any files they have hosted

16. Assignment
16.1 The Customer shall not assign, transfer, or sub-contract the benefit and/or burden of this agreement, make it the subject matter of a trust or in any other manner make it over to any third party without the prior written consent of the Supplier, which consent shall not be unreasonably withheld. 16.2 The Suppler may assign, transfer, or sub-contract the benefit and/or burden of this agreement, make it the subject matter of a trust or in any other manner make it over to any third party.

17. Force majeure
17.1 'An event of force majeure' means, in relation to either party, an event or circumstance beyond the reasonable control of that party including (without limitation) any act of a God, inclement weather, failure or shortage of power supplies, food, drought, lightning of fire, strike, lock-out or trade dispute or labour disturbance, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet service provider, wars, military operations, act of terrorism or riot, delay or failure in manufacture, production or supply by third parties of equipment or services. 17.2 The party suffering the event of force majeure shall not be deemed to be in breach of this agreement or otherwise liable to the other party for any delay in performance or any non-performance shall be extended accordingly of any obligations under this agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event of force majeure. 17.3 If the event of force majeure in question prevails for a continuous period in excess of 3 months after the date on which it began, the other party may give notice to the party suffering the event of force majeure terminating this agreement. The notice to terminate must specify the termination date, which must be not less than 30 clear days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, this agreement will terminate on the termination date set out in the notice.

18. Dispute resolution
18.1 All disputes at any time arising between the parties that cannot be resolved by the Service Manager and the Service Co-ordinator may in the first place be referred to the finance director of the Customer and a person to be nominated by the Supplier. If these persons are unable to resolve the dispute, they may refer it to the managing directors of the Customer and the Supplier are unable to resolve the dispute, it may be referred to an expert in accordance with the remaining provisions of this clause. 18.2 The expert shall have appropriate qualifications and practical experience to resolve the particular dispute and be agreed by the parties or in the event of failure to agree shall be appointed by the President for the time being of the British Computer Society. 18.3 The parties shall promptly furnish to the expert of all information reasonably requested by him relating to the particular dispute, imposing appropriate obligations of confidence. 18.4 The expert shall be required by the parties to use all reasonable endeavours to render his decision within 30 days following his receipt of the information requested or if this is not possible so soon thereafter as may be reasonably be practicable and the parties shall co-operate fully with the expert to achieve this objective. 18.5 The parties shall share equally the fees and expenses of the exert. The decision of the expert shall be final and binding upon each of the parties. 18.6 For the avoidance of doubt the provisions of this clause provide for a form of advanced dispute resolution and is not a reference to arbitration.

19. Costs
Each of the parties shall be responsible for his respective legal and other costs incurred in relation to the preparation of this agreement.

20. Conflict of terms Except as otherwise expressly provided in this agreement in the event of any conflict between the terms of this agreement or the standard terms and conditions of the Customer or the Supplier terms of this agreement shall prevail.

21. Waiver 21.1 A waiver of any term, providing or condition of this agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given. 21.2 No failure or delay on the part of any party in exercising any right, power or privilege under this agreement shall operate as a waiver of it, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of it of any other right, power or privilege. 21.3 No breach of any provision of this agreement shall be waived or discharged except with the express written consent of the parties.

22. Invalidity
22.1 If any provision of this agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, whether or not pursuant to any judgement or otherwise: 22.1.1 the validity, legality and enforceability under the law of that jurisdiction of any other provision; and 22.1.2 the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way. 22.2 If any provision of this agreement is held to be void or declared illegal, invalid or unenforceable for any reason whatsoever, that provision shall be divisible from this agreement and shall be deemed to be deleted from this agreement and the validity of the remaining provisions shall not be affected. If any such deletion materially affects the interpretation of this agreement, the parties shall use their best endeavours to negotiate in good faith with a view to agreeing a substitute provision as closely reflecting the commercial intention of the parties.

23. Remedies
23.1 The rights and remedies provided for by this agreement are cumulative with and not exclusive of any rights or remedies provided by law. 23.2 Without prejudice to any other rights or remedies of the parties, each party acknowledges for the benefit of the other that damages might not be an adequate remedy for any breach of the provisions of this agreement and that, accordingly, either party shall be entitled without proof of special damage to the remedies of injunction and specific performance and other equitable remedies for any threatened or actual breach of the provisions of this agreement by the other.

25. Entire agreement
25.1 This agreement embodies and sets forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangements not expressly set forth in this agreement save for any representation made fraudulently. 25.2 Unless otherwise expressly provided elsewhere in this agreement, this agreement may be varied only by a document signed by both of the parties.

26. Announcements
Both parties agree not to disclose to any third party, other than to their respective bankers or other professional advisers on appropriate conditions of confidentiality, the fact of or details of this agreement or any other agreement referred to in this agreement. The text of any press release or other communication to be published by or in the media concerning the subject matter of this agreement shall require the approval of each party.

27. Relationship of the parties
Nothing in this agreement and no action taken by the parties pursuant to this agreement shall constitute, or be deemed to constitute, the parties a partnership, association, joint venture, the agents of each other or any other co-operative entity.

28. Governing law and jurisdiction
28.1 This agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation, shall be governed by and construed in accordance with the laws of England. 28.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England to hear and determine any suit, action or proceedings or settle any disputes arising out of or in connection with this agreement and to enforce any judgement against their respective assets.

29. Exclusions of third party rights
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the parties to this agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.

General terms and conditions

1. Products and services
1.1 We reserve the right to change any advertised price before you place an order. 1.2 All products and services are subject to availability and may be withdrawn at any time.

2. Cancellation and Refunds
2.1 We reserve the right to cancel a service at any time. In this event customers will be entitled to a pro rata refund based upon their remaining period of membership. If a customer contravenes our terms of service and incurs cancellation, a refund will not be issued. 2.2 Customers may cancel their account at any time. Recurring fees incurred are refundable at the discretion of the management. One-off set-up fees are not refundable.

3. Copyright
The material provided on this site remains the copyright of Digital Elevation, unless otherwise shown.

4. Revisions
We may at any time revise these Terms and Conditions. You should therefore periodically visit this page to determine the then current Terms and Conditions to which you are bound.

5. Governing law and jurisdiction
5.1 This agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation, shall be governed by and construed in accordance with the laws of England. 5.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England to hear and determine any suit, action or proceedings or settle any disputes arising out of or in connection with this agreement and to enforce any judgement against their respective assets.

TERMS SHEET/SCHEDULE